Non Disclosure Agreement Format for Vendors

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [___________], a [___________] organized and existing under the laws of [___________], with its principal place of business located at [___________] (the "Company");

AND

Receiving Party: [___________], a [___________] organized and existing under the laws of [___________], with its principal place of business located at [___________] (the "Vendor").

(Collectively, the "Parties," and individually, a "Party").

1. PURPOSE

The Parties wish to explore a potential business relationship in connection with [___________] (the "Purpose"). In connection with this Purpose, the Company may disclose to the Vendor certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information disclosed by the Company to the Vendor, whether orally, in writing, or by electronic or other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: business plans, trade secrets, customer lists, financial data, product designs, software code, and operational strategies.

3. OBLIGATIONS OF THE VENDOR

The Vendor agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it. b) Use the Confidential Information solely for the Purpose stated in Section 1. c) Disclose the Confidential Information only to those employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein. d) Not reverse engineer, decompile, or disassemble any software or tangible objects provided by the Company.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally known to the public through no breach of this Agreement by the Vendor. b) Was in the Vendor’s possession or known by the Vendor prior to receipt from the Company. c) Is rightfully obtained by the Vendor from a third party without breach of any confidentiality obligation. d) Is independently developed by the Vendor without the use of the Company’s Confidential Information.

5. TERM

The obligations of confidentiality shall survive for a period of [___________] years from the date of disclosure. Upon written request by the Company, the Vendor shall promptly return or destroy all copies of the Confidential Information in its possession.

6. NO LICENSE

Nothing in this Agreement is intended to grant any rights to the Vendor under any patent, copyright, trade secret, or other intellectual property right of the Company, nor shall this Agreement grant the Vendor any rights in or to the Confidential Information except as expressly set forth herein.

7. REMEDIES

The Vendor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Company for which monetary damages may be inadequate. Therefore, the Company shall be entitled to seek injunctive relief in addition to any other remedies available at law.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [___________]. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in [___________].

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. Any amendments must be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY: [COMPANY NAME]

Signature: ___________________________ Name: [___________] Title: [___________] Date: [___________]

RECEIVING PARTY: [VENDOR NAME]

Signature: ___________________________ Name: [___________] Title: [___________] Date: [___________]